Heineken and Carlsberg Urge S&N Shareholders to Make a Decision

11/01/08 Heineken and Carlsberg have announced that on Wednesday, 9 January 2008 the Consortium made a materially improved proposal to the Board of Scottish & Newcastle plc. The approach represented a decisive attempt by the Consortium to engage in substantive discussions with S&N leading to the announcement of a recommended transaction prior to the Takeover Panel deadline of Monday, 21 January 2008 and to address concerns voiced by S&N and some of its shareholders. The key points of the proposal were:

• a material increase in the Consortium’s proposed cash offer to 780 pence per share; representing an increase of 30 pence (£293 million) and an implied equity value of £7.6 billion and enterprise value of £10.0 billion;

• the majority of the increase is being funded by Carlsberg and hence the Further Increased Proposal implies a very full price for BBH. The implied enterprise value for 50 per cent of BBH of £4.2 billion represents a multiple of 16.6x 2007 EBITDA (the EV/EBITDA multiple for 2006 is 21.1x);

• proposals by Carlsberg to provide the market with additional disclosure on the financial position of BBH for 2008 - 2010;

• a significantly reduced scope of due diligence;

• confirmation that committed financing is in place for the Further Increased Proposal; and

• a statement that the Consortium is only prepared to proceed with an offer on a recommended basis.
 
Despite the Consortium addressing all of the concerns expressed by S&N regarding its previous proposals, the Board of S&N has again rejected this increased proposal and declined to meet the Consortium.
 
Given the increased offer price, the Consortium has confirmed that it is not prepared to proceed with an offer without the recommendation of the Board of S&N. The Consortium also believes that the requirement for a recommended offer will prevent a prolonged period of further uncertainty for all shareholders.
 
Without a recommendation there will be no offer by the Consortium and the proposal will lapse.
 
S&N shareholders are therefore urged to call immediately on the S&N Board to enter into substantive dialogue with the Consortium to ensure a recommended offer can be announced prior to the 21 January 2008 deadline imposed by the Takeover Panel.
 
The Continued refusal to engage by the S&N Board jeopardises significant value creation for S&N shareholders:
• the Consortium’s proposal is certain and in cash;
• the financing of the Further Increased Proposal is not conditional on any due diligence;
• the share price on 28 March 2007, the date immediately before speculation first arose around a possible offer for S&N, was 531 pence; and
• S&N has not demonstrated any deliverable alternative that comes close to creating the same value as the Consortium bid.
 
Commenting, Jean-François van Boxmeer, Chairman of the Executive Board and CEO of Heineken said: “It is decision time for S&N shareholders. Without the S&N Board’s co-operation there will be no offer by the Consortium. Our increased 780p proposal is the only deliverable opportunity today for shareholders to realise a material premium to the independent value of S&N.”
 
Jørgen Buhl Rasmussen, President and CEO of Carlsberg said: “The Consortium’s increased proposal represents a very generous proposition to S&N shareholders by any measure. Carlsberg has listened to shareholders and offered its co-operation with regards to further disclosure on BBH’s prospects and the Consortium’s proposal now implies a £4.2 bn value on S&N’s 50% share of BBH. It’s now over to S&N shareholders to make their views clear to the S&N Board if they want this transaction to happen.”
 
The proposed price of 780p per share represents:
• a premium of 46.9% to the share price of 531 pence on 28 March 2007 (the date immediately before speculation first arose around a possible offer for S&N);

• a multiple of 14.0x S&N’s EV/EBITDA for the year ending 31 December 2006;

• an implied enterprise value of 50 per cent. of BBH of £4.2 billion, representing a multiple of 16.6x 2007 EBITDA (the EV/EBITDA multiple for 2006 is 21.1x); and

• a value which is significantly in excess of the standalone value of S&N.
 
It is intended that £244 million (25 pence per share) of the proposed increase would be funded by Carlsberg and £49 million (5 pence per share) by Heineken.
 
The Further Increased Proposal continues to offer a high degree of certainty for S&N shareholders, with:
• committed financing in place (due diligence is not a condition to the banking facilities);

• a transaction structure that avoids any substantive anti-trust issues;

• the support of Carlsberg’s and Heineken’s controlling shareholders; and

• limited pre-conditions.
 
The Further Increased Proposal remains subject to the following customary pre-conditions:

• completion of limited confirmatory due diligence;

• the recommendation of the S&N Board*;

• the receipt of binding irrevocable undertakings in a form acceptable to the Consortium to accept the offer from the directors of S&N;

• assurance from the trustees of S&N’s UK pension schemes regarding the level of contributions that Heineken would be expected to make going forwards; and

• final approval by the Boards of Carlsberg and Heineken.
 
Save for the recommendation of the S&N Board (which is a non-waivable pre-condition), the above customary pre-conditions are waivable at the discretion of the Consortium.
 
The Consortium, however, reserves the right to proceed without a recommendation if an offer or possible offer for S&N is announced by a third party.
 
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Code. There can be no certainty that any offer will be made even if the pre-conditions to the Further Increased Proposal are satisfied or waived.
 
Carlsberg has confirmed to S&N that it is willing to co-operate with regard to providing the market with further financial disclosure on the current trading and prospects of BBH. Subject to the agreement of the Board of BBH, Carlsberg would be willing to offer its co-operation with further disclosure on BBH via either of the following alternatives:

• publication of a profit estimate for 2007 and forecast for 2008 for BBH, prepared and reported on to the appropriate standards for a UK public offer; or

• release of a mutually agreed current trading and outlook statement for 2008 - 2010.
 
The Consortium said that the Board of S&N has not indicated any willingness to explore either of these proposals, despite portraying as recently as 8 January 2008 its desire for additional disclosure in respect of BBH.